board of directors - Petron

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CORPORATE GOVERNANCEThe Board of Directors of Esso Malaysia Berhad is committed to ensuring that the highest standards of corporategovernance are practiced throughout the Company. The Board views this as a fundamental part of itsresponsibilities to protect and enhance shareholder value. Accordingly, the Board fully supports the principleslaid out in the Malaysian Code on Corporate Governance.Exxon Mobil Corporation, as the Company's ultimate holding company, has developed a series of policies andmanagement systems that are designed to create and support a strong system of corporate governance. Thepolicies and management systems have been adopted by the Board and are communicated to the Company'semployees, contractors and vendors, so that each has a clear understanding of the Company's expectations.The policies, which are set out in a Standards of Business Conduct (SBC) booklet, and the management systemsare strictly enforced. The core policies cover Business Ethics, Conflicts of Interest, Antitrust, Alcohol and DrugUse, Gift and Business Entertainment, Harassment in the Workplace, and Outside Directorships. Themanagement systems are designed to achieve high standards of performance in the areas of safety, operationsintegrity, internal control and legal and environmental compliance.The Board and the Board Audit Committee work to ensure that the policies and the management systems arefully implemented and consistently enforced. They are supported in these regards by an internal ManagementCommittee, which is led by the Chairman, and by an Audit and Controls Committee, which is led bythe Financial Director.The BoardThe Board leads and controls the Company. The Board meets at least four times a year, with additional mattersresolved by way of Circular Resolutions as and when necessary. Each non-executive Director is independentand brings invaluable judgement to bear on issues of strategy, performance, resource allocation, riskmanagement and standards of conduct.For the year ended December 31, 2001, four Board and four Board Audit Committee meetings were held.Details of the Directors' attendance at these meetings are summarised below:Directors Number of Board Number of Board AuditMeetings Committee MeetingsHeld Attended Held AttendedMr. Richard M. Kruger2* 2 Non- NonmembermemberDato' (Dr.) Philip J. Dingle(Resigned on July 31, 2001) 2* 2 Non- NonmembermemberANNUAL REPORT & ACCOUNTS 2001Y. A. Bhg. Tun Dato’ Seri Haji Omar Yoke Lin Ong 4 4 4 4Y. Bhg. Tan Sri Dato’ Dr. Syed Jalaludin Syed Salim 4 4 4 4Y. Bhg. Tan Sri Abdul Halim Ali 3* 2 3* 2Mr. James A. Hall 4 4 4 4Y. Bhg. Dato' Kamaruddin Mohd Jamal(Resigned on December 31, 2001) 4 4 Non - NonmembermemberDr. Abu Hassan Sulaiman 4 4 Non- NonmembermemberEncik Abu Hassan Seeni Abdul(Alternate member to Mr. James A. Hall on the Board Audit Committee.) 4 4 4 -*Reflects the number of meetings held during the time the Director held office.ESSO MALAYSIA BERHAD12
Board MembershipThe Board had 8 members in 2001, comprising 3 independent non-executive Directors and 5 executive Directors(including the Chairman). Together, the Directors form the mind and management of the Company.There is a clear division of responsibilities between the executive directors namely the Chairman, the FinancialDirector, the Retail Sales Director, the Logistics Director, and the Human Resources Director. The position of theHuman Resources Director is currently vacant with the retirement and resignation of Y. Bhg. Dato' KamaruddinMohd Jamal on December 31, 2001 after 27 years of service. With this resignation, the Board currently has 7members, comprising 3 independent non-executive Directors and 4 executive Directors (including theChairman).Balance in the Board is achieved and maintained with the composition of executive Directors and independentnon-executive Directors. In recognition that the independent non-executive Directors have a primary role inproviding unbiased and independent views, the Company has selectively appointed individuals of highcharacter, and with broad experience and proven business and management expertise.Supply of InformationBoard meetings are structured with a pre-determined agenda. Board papers covering the Company'soperational and financial performance, together with the minutes of the previous Board meeting and BoardAudit Committee meeting, are circulated to the Directors prior to each meeting. This gives the Directors time todeliberate on the issues to be raised and discussed at each meeting. The Directors also have full access toinformation from senior management and the advice and services of the Company Secretary.Appointment and Re-election of DirectorsIn accordance with the Company's Articles of Association, the Board can appoint any person to be a Director asand when it is deemed necessary. Any person so appointed shall hold office until the next Annual GeneralMeeting at which time he will be subject to re-election by the shareholders. An election of Directors takes placeevery year, with each Director retiring from office at least once every three years. Directors retiring by rotationare eligible for re-election by the shareholders at the Annual General Meeting.Nominating CommitteeHaving assessed the present process and circumstances particular to the Company, the Board has elected not toappoint a nominating committee. The present process delegates to management the responsibility forproposing new nominees in consultation with the Board and with the Board making the final decision on theappointment of Directors. The nomination process takes into account all the considerations covered by theMalaysian Code on Corporate Governance.Directors' TrainingThe Directors have attended the Mandatory Accreditation Programme organised by the Research Institute ofInvestment Analysts Malaysia as required under the Listing Requirements of the Kuala Lumpur StockExchange (KLSE). The Directors are also kept informed of any changes in relevant laws and regulations.Directors' RemunerationHaving assessed the present management control system and circumstances particular to the Company, theBoard has elected not to appoint a remuneration committee. Instead, the Board has adopted Exxon MobilCorporation's compensation system to set the remuneration of executive Directors. The compensation systemtakes into account the performance of each Director and the competitive environment in which the Companyoperates. The Directors take no part in deciding their own remuneration.The remuneration received by the non-executive Directors is determined by the Board as a whole and isbenchmarked against the competitive environment.ANNUAL REPORT & ACCOUNTS 200113
Page 1 and 2: ESSO MALAYSIA BERHAD(Company No.392
Page 3 and 4: FINANCIAL HIGHLIGHTS2001 2000 %RM M
Page 5 and 6: The Retail business benefited signi
Page 8 and 9: FIVE - YEAR SUMMARY CHARTSREVENUES(
Page 10 and 11: BOARD OF DIRECTORSY. Bhg. Dato’ (
Page 12 and 13: CORPORATE INFO./PROFILE OF DIRECTOR
Page 16 and 17: Directors' Remuneration (Continued)
Page 18 and 19: Relationship with AuditorsThe Board
Page 20 and 21: TERMS OF REFERENCE OF THE BOARD AUD
Page 22 and 23: REPORT OF THE DIRECTORSThe Director
Page 24 and 25: DIRECTORS' INTERESTS IN SHARES AND
Page 26 and 27: INCOME STATEMENTFOR THE YEAR ENDED
Page 28 and 29: STATEMENT OF CHANGES IN EQUITYFOR T
Page 30 and 31: NOTES TO THE FINANCIAL STATEMENTS1.
Page 32 and 33: 2. SUMMARY OF SIGNIFICANT ACCOUNTIN
Page 34 and 35: 8. PROPERTY, PLANT AND EQUIPMENT (C
Page 36 and 37: 12. RECEIVABLES2001 2000RM'000 RM'0
Page 38 and 39: 18. RESERVES (Continued)The Company
Page 40 and 41: STATEMENT BY DIRECTORS PURSUANT TOS
Page 42 and 43: LIST OF PROPERTIES OWNEDAS AT DECEM
Page 44 and 45: Tenure L.A. Description of Properti
Page 46 and 47: STATEMENT ACCOMPANYING NOTICE OF AN
Page 48 and 49: PENYATA YANG DILAMPIRKAN BERSAMA NO
Page 50 and 51: My instruction to my/our proxy are

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